-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKV04gfL7IF+CBfn+w708w5u/Q+VRY49/ZadL2kTSI6z5qycLeZ42z6aug88/OzU /hzhSdiSDSXDHlIszyA2Kg== 0001108078-08-000120.txt : 20080915 0001108078-08-000120.hdr.sgml : 20080915 20080912193112 ACCESSION NUMBER: 0001108078-08-000120 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kushi Resources Inc CENTRAL INDEX KEY: 0001405286 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84189 FILM NUMBER: 081070327 BUSINESS ADDRESS: STREET 1: #402 - 220 SUMMIT BOULEVARD CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303-250-8869 MAIL ADDRESS: STREET 1: #402 - 220 SUMMIT BOULEVARD CITY: BROOMFIELD STATE: CO ZIP: 80021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rajan Rai CENTRAL INDEX KEY: 0001424361 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 778-835-9200 MAIL ADDRESS: STREET 1: 2215 SOUTH WEST MARINE DRIVE CITY: VANCOUVER STATE: A1 ZIP: V6P 6C1 SC 13D 1 sc13d.htm RAJAN RAI SC 13D sc13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.                                           ) *


KUSHI RESOURCES INC.
(Name of Issuer)


common stock, $0.001 par value per share
(Title of Class of Securities)


50133P 109
(CUSIP Number)


Rajan Rai
2215 South West Marine Drive, Vancouver, British Columbia, V6P 6C1, Canada
604-835-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


September 10, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.   [   ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
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CUSIP No.                      50133P 109                                

 
1.
Names of reporting persons
 
Rajan Rai
 
2.
Check the appropriate box if a member of a group (see instructions)
(a)           [   ]           Not applicable
(b)           [   ]
 
3.
SEC Use Only
 
 
4.
Sources of funds (see instructions)
 
Not applicable
 
5.
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
[   ]           Not applicable
 
6.
Citizenship or place of organization
 
Canadian
Number of shares beneficially owned by each reporting person with:
7.
Sole Voting Power                                           Nil
 
8.
Shared Voting Power                                           Nil
 
9.
Sole Dispositive Power                                           Nil
 
10.
Shared Dispositive Power                                                      Nil
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Nil
 
12.
Check if the Aggregate Amount in Row (11) Exceeds Certain Shares (See Instructions)
 
[   ]           Not applicable
 
13.
Percent of Class Represented by Amount in Row (11)
 
Nil%
 
14.
Type of Reporting Person (See Instructions)
 
IN (individual)

 
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Item 1.                      Security and Issuer

This statement on Schedule 13D relates to the shares of common stock, $0.001 par value per share, of Kushi Resources Inc., a Nevada corporation (“Kushi”).  The principal executive office of Kushi is located at #402 – 220 Summit Boulevard, Broomfield, Colorado, 80021.

Item 2.                      Identity and Background

(a)  
Rajan Rai
(b)  
2215 South West Marine Drive, Vancouver, British Columbia, V6P 6C1, Canada
(c)  
Self-employed businessman
(d)  
During the last five years, Mr. Rai has not been convicted in a criminal proceeding.
(e)  
During the last five years, Mr. Rai was not a party to a civil proceeding or a judicial or administrative body of competent jurisdiction where, as a result, of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)  
Mr. Rai is a citizen of Canada.

Item 3.                      Source and Amount of Funds or Other Consideration

Rajan Rai has a no beneficial interest in any shares of common stock of Kushi.

On September 10, 2008, Mr. Rai agreed to sell all of his 3 million restricted shares of common stock to Matthew Diehl.  Mr. Rai disposed of the beneficial ownership of the 3 million restricted shares of common stock of Kushi for aggregate consideration of US$3,000 pursuant to the terms and conditions of a share purchase agreement with Mr. Diehl.  See Exhibit 10.2 – Share Purchase Agreement for more details.

Item 4. Purpose of Transaction

Rajan Rai disposed of his 3 million restricted shares of common stock in Kushi as a personal investment pursuant to a share purchase agreement reached with Matthew Diehl to sell 3 million of his restricted shares in a private transaction.

Depending on market conditions and other factors, Mr. Rai may acquire additional securities of Kushi as Mr. Rai deems appropriate, whether in open market purchases, privately negotiated transactions, private placements with Kushi or otherwise.  Mr. Rai also reserves the right to dispose of some or all of his shares in the open market, in privately negotiated transactions to third parties or otherwise.

As of the date of this document, Mr. Rai does not have any plans or proposals that relate to or would result in:

(1)  
the acquisition by any person of additional securities of Kushi, or the disposition of securities of Kushi;

(2)  
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Kushi or any of its subsidiaries;

(3)  
a sale or transfer of a material amount of assets of Kushi or any of its subsidiaries;

(4)  
any change in the present board of directors or management of Kushi, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, with the exception of Mr. Rai’s recent resignation as an officer and impending resignation as a director of Kushi and the appointment of Matthew Diehl as an officer and impending appointment as a director;

(5)  
any material change in the present capitalization or dividend policy of Kushi;

(6)  
any other material change in Kushi’s business or corporate structure;
 
 
 
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(7)  
changes in Kushi’s Articles of Incorporation or other actions that may impede an acquisition of control of Kushi by any person;

(8)  
a class of securities of Kushi to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(9)  
a class of equity securities of Kushi becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(10) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

(a)  
Rajan Rai is the beneficial owner of nil shares of common stock of Kushi.  The shares represent an aggregate nil% of the issued and outstanding shares of common stock of Kushi.

(b)  
Rajan Rai holds the sole power to vote and to dispose of the nil shares of common stock of Kushi.

(c)  
Rajan Rai has not effected any transaction in the common stock of Kushi during the past 60 days, except as disclosed in this statement.

(d)  
Not applicable.

(e)  
Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as disclosed in this Schedule, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Rajan Rai and any other person with respect to any securities of Kushi, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies.

Item 7.  Materials to Be Filed as Exhibits.

Exhibit
Description
Status
10.2
Share Purchase Agreement dated September 10, 2008 between Matthew Diehl and Rajan Rai, filed as an Exhibit to Kushi’s Form 8-K (Current Report) filed on September 12, 2008 and incorporated herein by reference.
Filed


SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 
Dated:  September 12, 2008                                                                                     By: /s/ Rajan Rai                                                     
Rajan Rai


 
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